Andrew J. Pitts

On September 12, 2023, the Boards of WestRock and Smurfit Kappa announced the signing of a definitive transaction agreement to create Smurfit WestRock, a global leader in sustainable packaging. Together, Smurfit Kappa and WestRock generated combined last twelve months’ adjusted annual revenue of approximately $34 billion as of June 30, 2023. Cravath is representing WestRock in connection with the transaction.

Cravath represented the underwriters in connection with the $2.7 billion registered notes offering of ConocoPhillips Company, guaranteed by ConocoPhillips, one of the world's largest independent exploration and production companies, based on both production and reserves. The transaction closed on August 17, 2023.

Cravath represented the underwriters in connection with the $1.5 billion registered senior notes offering of Ingersoll Rand Inc., a global market leader with a broad range of innovative and mission‑critical air, fluid, energy and medical technologies. The transaction closed on August 14, 2023.

Cravath represented the underwriters in connection with the $3.25 billion registered notes offering of L3Harris Technologies, Inc., an aerospace and defense technology company that provides mission-critical solutions for government and commercial customers worldwide. Proceeds of the offering were used to finance the acquisition of Aerojet Rocketdyne Holdings, Inc. The transaction closed on July 31, 2023.

On August 8, 2023, ADT Inc. (“ADT”), a trusted brand in smart home and small business security, announced that it has entered into a definitive agreement to sell its commercial security, fire and life safety business unit to GTCR, a leading private equity firm, for a purchase price of $1.6 billion, subject to customary purchase price adjustments. Cravath is representing ADT in connection with the transaction.

On May 18, 2023, Cravath prepared a memo for its clients entitled “SEC Amends Rules Requiring Disclosures of Issuer Share Repurchase and Rule 10b5‑1 Plans.” The memo examines the U.S. Securities and Exchange Commission’s recently adopted final rules on a number of disclosure requirements related to issuer share repurchases. The memo outlines key features of the new rules, the new tabular disclosures, the new narrative disclosures about issuer 10b5‑1 plans and issuer repurchases, and recommendations for companies. Cravath also published a tailored version of the memo for Foreign Private Issuers.

On December 20, 2022, Cravath distributed a memo for its clients and other stakeholders entitled “SEC Adopts Amendments to Rule 10b5-1 and Adds Insider Trading-Related Disclosures,” examining Final Rules adopted by the SEC on December 14, 2022, which add a number of new requirements to Rule 10b5-1, which was first adopted by the SEC in 2000 to provide an affirmative defense against charges of insider trading when transactions in a company’s stock are executed at times that an insider may be in possession of material non-public information. These new requirements significantly limit the availability of the affirmative defense provided by that rule to violations of Section 10(b) of the Securities Exchange Act of 1934, include new disclosure requirements and add other mandatory requests for information.

Cravath partners Mark I. Greene, Andrew J. Pitts and George A. Stephanakis served as contributing editors of the 2022 edition of “Lexology Getting the Deal Through: Securities Finance,” which provides an overview of capital markets in several jurisdictions around the globe. As part of their editorship, they authored the volume’s Global Overview and United States chapter. The Global Overview reviews the record high global capital markets activity in 2021, volume in equity capital markets and debt capital markets, and fiscal and monetary developments. The United States chapter examines the nation’s legal and regulatory framework governing securities offerings and covers topics including public offerings, private placings, underwriting arrangements, and liabilities and enforcement. Associate Paul Ddang Kim assisted with the preparation of the Global Overview and the United States chapter for this project, as did Mary Jean Whitsell.

On February 24, 2022, Cravath prepared a memo for its clients entitled “SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting,” which summarizes the agency’s proposed changes, released on February 10, 2022, to rules governing the filing deadlines and language for Schedules 13D and 13G beneficial ownership reports, the application of Regulation 13D‑G and the circumstances under which two or more persons have formed a “group” subject to beneficial ownership reporting obligations. The memo also provides an analysis of potential effects of the rules if implemented.

On December 28, 2021, Cravath prepared a memo for its clients entitled “SEC Proposes Amendments to Rule 10b5‑1 and New Rules for Disclosure of Issuer Share Repurchases,” which reviews the agency’s proposed changes, released on December 15, 2021, to rules governing affirmative defense against insider trading charges and public company disclosure requirements related to share buybacks, including highlighting some potential areas of ambiguity and potential comment in the proposed rules.